(000) 000-0000
October 17, 1997
The Computer Store, Inc.
Xx. Xxxxxx X. Xxx
Xx. Xxxxxx X. Xxxxxxxx
Xx. Xxxxxxx X. Xxxx
G. Xxxxxx Xxxxxx, Esq.
Xxxxxx Xxxxx Xxxxxx & Xxxxxxx, LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
RE: Agreement and Plan of Reorganization Between
Xxxxxxx Computer Resources of South Carolina, Inc. and The
Computer Store, Inc.
Dear Xx. Xxx, Xx. Xxxxxxxx and Xx. Xxxx:
We have acted as counsel to Xxxxxxx Computer Resources,
Inc. and Xxxxxxx Computer Resources of South Carolina, Inc.
in connection with the execution and delivery of the
Agreement and Plan of Reorganization (the "Merger
Agreement") dated as of October 17, 1997 by, between and
among Xxxxxxx Computer Resources of South Carolina, Inc.,
Xxxxxxx Computer Resources, Inc., The Computer Store, Inc.,
Xxxxxx X. Xxx, Xxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxx.
This opinion is given to you pursuant to Section
11.3(d)(vi) of the Merger Agreement. The terms defined in
the Merger Agreement and not otherwise defined herein shall
have the meaning given those terms in the Merger Agreement.
We have examined such certificates of public officials,
corporate documents and records and other certificates,
opinions and instruments and have made such other
investigations as we have deemed necessary in connection
with the opinions set forth herein.
Except for the signing by Xxxxxxx Computer Resources,
Inc. of the Guarantees of Employment Agreements and the
Merger Agreement and except for the signing by Xxxxxxx
Computer Resources of South Carolina, Inc. of the Merger
Agreement and other documents referred to therein, we have
assumed the genuineness of all signatures on, the legal
capacity of all signing parties to and the authenticity of,
all documents submitted to us as originals and the
conformity to original documents of all documents submitted
to us as certified or photostatic copies.
E-213
We have not made an independent review of the laws of
any state or jurisdiction other than Delaware, Ohio, South
Carolina and the United States. Accordingly, we express no
opinion as to the laws of any state or jurisdiction other
than the United States and the States of Delaware, Ohio and
South Carolina.
The opinions hereinafter expressed are qualified to the
extent that (i) the enforceability of any provisions in the
documents, or any rights granted to you pursuant to the
documents, are subject to and may be affected by applicable
state and/or federal bankruptcy, insolvency, fraudulent
conveyance, reorganization or moratorium laws, or similar
laws affecting the rights of creditors or debtors generally,
(ii) the enforceability thereof may be limited by the
application of general principles of equity and matters of
public policy, (iii) any provisions requiring payment of
attorneys' fees may not be enforceable, and (iv) no opinion
is expressed as to enforceability of (a) self-help
provisions, (b) waiver of Constitutional rights, (c)
provisions related to warrants of attorney to confess
judgment, and (d) provisions related to waiver of remedies
(or to the delay or omission of enforcement thereof),
disclaimers, liability limitation with respect to third
parties, liquidated damages or the creation of remedies not
available under state law. Further, we are not opining on
the legality of any interest or charges under any applicable
usury laws.
Based upon and subject to the foregoing, we are of the
opinion that:
(i) Xxxxxxx Computer Resources, Inc. is a corporation
duly organized and validly existing under the laws of the
State of Delaware;
(ii) Xxxxxxx Computer Resources of South Carolina, Inc.
is a corporation duly organized and validly existing under
the laws of the State of South Carolina;
(iii) The Merger Agreement and other documents
relating thereto, or arising by reason of such Merger
Agreement, to which Xxxxxxx Computer Resources of South
Carolina, Inc. is a party, and/or to which Xxxxxxx Computer
Resources, is a party, have been approved, executed and
delivered pursuant to proper corporate authority and are the
legal, valid and binding obligation of Xxxxxxx Computer
Resources of South Carolina, Inc. and/or Xxxxxxx Computer
Resources, Inc., as applicable, enforceable in accordance
with their terms.
E-214
(iv) All other documentation to be executed by Xxxxxxx
Computer Resources of South Carolina, Inc. required to
effectuate the merger of CSI into Xxxxxxx Computer Resources
of South Carolina, Inc. contemplated by the Merger Agreement
and delivered pursuant thereto have been properly executed
and are valid and enforceable in accordance with their
terms.
(v) The Employment Agreements executed by Xxxxxxx
Computer Resources of South Carolina, Inc. with Xx. Xxxxxx
X. Xxx, Xx. Xxxxxx X. Xxxxxxxx and Xx. Xxxxxxx X. Xxxx,
respectively, and the Guarantees of such Employment
Agreements executed by Xxxxxxx Computer Resources, Inc. have
been approved, executed and delivered pursuant to proper
corporate authority and are the legal, valid and binding
obligation of such respective party enforceable in
accordance with their terms.
This opinion is rendered solely for your reliance in
connection with the execution, delivery, and performance of
the Merger Agreement and other documents relating thereto.
It may not be relied upon by any other person or for any
other purpose without the prior written consent of this
firm.
Very truly yours,
XXXXXXXXX & DREIDAME
Xxxxx X. Xxxxx III
JHS/cae
??
The Computer Store, Inc.
Xx. Xxxxxx X. Xxx
Xx. Xxxxxx X. Xxxxxxxx
Xx. Xxxxxxx X. Xxxx
Xxxx Xxxxxx, Esq.
October 17, 1997
E-215
